The Molestation of Barry Pearl
by Lyraeon
Summary: Barry stumbles upon Winnie and Blake when they're rather busy. They decide to teach him a few things. For Dawn's sake.


**A/N:** ...Um. Not technically canon to any of my 'verses. Strictly MFM, balls do not touch, etc. I'm really not sure why I pick on Barry so much, but I do love that poor boy.  
>Also, since I always have to mention it, Blake and Winnie = BlackHilbert and White/Hilda, I just fucking hate all of their canon names, and wrote this before they had a canon english one anyway.

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><p><strong>The Molestation of Barry Pearl<strong>

_Lyraeon/Lyra Kamiya_

Whether Wally was actually the innocent, easily embarrassed boy he made himself out to be, or in fact a perv with no rival within the group, was a subject of great and silent debate. The answer tended to simply be "yes" in most cases, with the overwhelming opinion being that he was a frustrated virgin and he'd be fine as soon as someone took care of that for him.

As there were no volunteers available within their group of friends (Despite being older than Dawn and Lucas, he was a head shorter than _any_of the other guys, and still an inch shorter than Dawn, which did not make him exactly popular... Except with Red's little sister the time she'd come to visit, but of course, he and Green kept her away from him quite dutifully), it was a problem with no easy solution, and as such, this is not Wally's story.

The part he does play, however, is in the setup: his repeated allowance of Blake and Winnie to fuck in his room, on his bed, to fulfill whatever little need to bone "someplace else" they might have, or just to escape on R Rated Teen Movies night once the R part got to them. Not just allowance but at times encouragement, along with an agreement to keep Barry, who shared the room, from walking in on them.

There was nothing in the agreement about him not walking in on them, but it was via the frequency of that exact action that they grew to realize he really was a perv... and also grew too comfortable with hearing the door click open while they were going at it and simply ignoring it.

It was through this oversight that Barry Pearl found himself in his own room with his neighbor's ass high in the air and his girlfriend writhing on her knees beneath him, trying desperately to run back out of the room but his knees locked in panic.

It was only after the figure that came in the door had spent several seconds just standing there that Blake finally looked up to say something about Wally's distracting habits.

Not even one word got out of his mouth before he realized that the tall blonde kid in front of him was definitely not Wally.

Their eyes met, and there was a moment of stillness in the room, before Barry's hands rose high above his head and he started in one of his infamous tirades. "What do you think you're doing? You can't do that! Letting yourselves be consumed by lust – you're still just children!"

Blake raised an eyebrow at the boy, shifting slightly to look at him more comfortably, but not actually moving off of (or out of) Winnie. "We're 18," he answered simply.

"Yeah," Winnie giggled, turning her head to look too. "I don't think it should matter, but we are."

Their nonchalance only made Barry fume harder, and he outright shouted, "Fine, but you should still at least get married. And do it some place that isn't my room!"

"Aww... Blake, he thinks we should get married. That's so sweet."

"Thats. Not. The. Point!" he complained, jumping up and down. "I don't want you doing these things in my room!"

"Why not? We're not on *your* bed. This is Wally's."

He was starting to blush now, trying very hard not to look either of them anywhere but in the eyes, but with Blake's pants down to his ankles and shirt pushed off of one arm, and Winnie wearing nothing but a thong pulled over to one side, there was a lot to see. Finally he just looked away, lecturing them with his eyes trained on the wall. "It's just wrong! You shouldn't be fouling up others' beds with these things."

"What things?" Blake taunted, chuckling as he noticed a long time joke of the group was coming to fruition: Barry seemed incapable of saying "the S word", along with several others related to it.

"You know!" he protested, scowling. "THESE things. Like you're doing right now!"

"Talking to a little spazz?"

"What? What? You really don't get it? I don't like you having sex in my room!"

He was panting with rage, shaking his arms around and glaring at his two nearly naked friends with such a blush that Winnie was a little worried he'd pass out. "Was that so hard to say?" she joked, nuzzling her cheek into her arm. "Sex is amazing. You'll understand someday."

"Someday. When I have a wife and want kids. Now please: get! Out! Of! My! Room! I'm going to fine you if you don't get out!"

"We'll leave when we're through," Blake told him without missing a beat, thrusting into his girlfriend as punctuation. She giggled and nodded, agreeing. "Do whatever it is you came in here to do, then leave until you know how to handle things with a little more maturity."

Barry glared at them, flustered at being told what to do in his own room, then turned his head and marched by. He spent a moment fumbling through his bookcase for a specific manga, then grabbed it and started to retreat, walking stiffly. It was that awkwardness that made Winnie notice Barry's "real" problem with the situation, straining against the front of his pants, and she sighed and laughed a little, looking back at Blake with doe eyes, then pointing at the boy.

Her boyfriend took the hint and sat up carefully, picking up the blanket to throw around them both as she sat up next to him. "Barry, come here, we're sorry," she cooed once she was mostly covered, waving her hand softly.

"You should be," he harrumphed, crossing his arms over his chest and the book he was now carrying.

"No, really. We didn't know this was such a-" she glanced southward again, trying not to laugh, "large issue for you. We want to talk about it. Please come here?" She leaned forward and patted the bed in front of them, keeping the blanket over her chest with the other arm.

"I'd feel better about things if you were both dressed," he grumbled, but sat down anyway, still blushing and not quite looking at them.

"Look... we understand your, er... moral doctrine, about all of this, Barry... and we respect it, too."

"Sort of," Blake added, getting a gentle elbow to the ribs. He shrugged and just let Winnie do the talking.

"It's just that we're old enough to understand our body's needs and to take care of them. Responsibly. I think that's part of growing up and of loving yourself... You find out how much sleep you need, what foods you have to eat... and what your sexual needs are, too." She was trying to explain it in the least condescending way possible, trying to prove to the boy that she at least kind of understood what was going through his head. She honestly didn't, but, he was clearly hormonal enough to be turned on at the sight of his friends screwing, and pent-up enough that two minutes later, despite sitting cross-legged right in front of them, he was still erect... and those things she understood.

"Sex is supposed to be for people who love each other," he said simply, but this time there was something in his voice that made him sound like he was just parroting the words.

"Look, Barry... First of all, Blake and I do love each other." He leaned over and kissed her on the temple, smiling softly, as if to prove it. "Second, no, that's what lovemaking and getting married are for, sex is a little more complicated than that. Third, that's still *sex*, not taking care of your own needs yourself. Fourth..." She blinked, wondering if there'd been a fourth, then decided to make it, "you're 16, so please at least tell me you know how to masturbate."

He stared at them both blankly, and at first she thought it meant he didn't... then she noticed the red of his face darkening, the hands on his knees shifting to his feet again as he finally made a move to cover the tent in his pants.

"Okay, that's a relief," she breathed again finally, shaking her head. "I was going to be so concerned otherwise..."

"It just... hurts if I don't, sometimes," he admitted. "And something can't be that bad if it makes pain stop."

Both of the older kids looked very alarmed, Winnie suddenly lurching at him to hug him. "Oh you poor poor thing. No, you should never hurt like that... Oh geez..." Nevermind that she was being counterproductive by letting her bare breasts press against his own chest, as the blanket had been lost mid-glomp.

"What I think Winnie is trying to say..." Blake sighed, reaching over to cover her again. He was undoubtedly the more modest of the two, when the situation called for it. "Is that we think we should show you the ropes, so to speak. So that you're not hurting yourself like that, and so nothing too crazy happens when you do find someone you love."

Winnie nodded. "Yeah. Just the basics. Especially because I'm not sure if you know that there are sexual things you can do without actually penetrating a girl..."

"I'm not dumb," Barry mumbled, dusting himself off a little to get imaginary girl cooties off his favorite shirt. "I know what 'suck it' and that stuff means. And I know gays can do things, too." He paused as he noticed they'd managed to derail him from the actual question. "...Wait. You want to give me... sex ed class?"

"Sort of," Blake nodded, taking the phrase as reasonably accurate. "Less slide shows, more hands on, but... yes."

"I don't want to touch anyone like that!" he quickly defended, holding his arms up high. "No way."

"Then just a demonstration," he offered instead, hugging Winnie again. "Please, Barry. It'd be a big favor to yourself, and eventually to Dawn, if you'd learn."

He closed his eyes and thought. Clearly, sex was an offense, but watching? Especially for educational purposes? He was indeed sure that some day, he'd need to know what to do... He blushed at their insinuation that it would be Dawn, as they'd barely gone on a real date, let alone kissed yet, but he cared enough for her already that he could see it happening... Dawn sprawled on the bed below him, smiling in satisfaction as he... He shook his head, slapping his forehead. "In a few years," he reminded himself, then leaned forward again.

"Alright, fine. I'm leaving if it gets too... weird, though," he warned with a sigh, still blushing furiously.

There was a grin and a nod from Winnie before she looked back at Blake, who nodded too. He couldn't be completely sure what the motive behind her sudden interest in Barry's sexual well-being was; it wasn't that he had no suspicions, it's that there were too many options to be sure.

"Okay, now strip."

"Wh-what?" Barry jolted backwards so quick he nearly fell off the bed, Blake trying not to laugh.

"Seriously. Step one is to be comfortable being naked. If you can't be comfortable being naked on your own, you'll never be okay in front of a girl."

"But I am in front of a girl! And another guy!"

Winnie sighed and shook her head. "Yes but not the one you're going to be having sex with. Besides, we've seen you in your swim trunks before. It's not much different."

He sputtered for a moment, then conceded, sort of. "I'm not getting naked, but underwear... fine." He started working his arm out of his sleeve, even as he continued objecting, "I still don't see why I have to, though. I don't see why I'm doing any of this."

"Then don't, if you're just going to complain the whole time. We just thought it might be good for you to not be frustrated all the time.

"Who said anything about me being frustrated?" he spouted as he stood up and threw his pants down, his rather obvious boner saying otherwise as he was left in his boxers and socks.

The couple said nothing about his "frustration", instead Blake just sighed and pointed toward the floor. "Dude. The socks. Not cool in the slightest." Barry gave him a look of confusion over it, and the older boy just sighed again. "Get used to having your socks off, too."

"Why?"

"They make these awful scratchy noises against the sheets and it's horrible when you try to rub your foot down someone's calf and you found a sock instead of skin..." Winnie explained in a single breath, and by then Barry had taken them off just to make her stop. He groaned tiredly as he flopped back onto the bed, staring at the other two, something nervous within him from knowing that essentially the only clothing between the three of them was his boxers and Blake's shirt, and that was only half on.

"What now?"

They all sat there for a moment, Winnie twisting her mouth in thought, as she wasn't sure either, and both boys seemed to be looking to her for an answer. Finally she went with what seemed like the most obvious choice: she pulled down the blanket, moving the arm that had been holding the blanket to under her breasts instead, holding them up slightly with it. "So these are boobs," she announced, nodding toward her well-proportioned chest. "Obviously."

Barry was beet red again, trying very hard to look her in the eye but somehow finding that more nerve-wracking than just letting himself follow the rise and fall of her chest with her breath. "...Okay?" he said finally, wanting to conversation to continue; he didn't handle silence well.

"I'm thinking," she countered, then looked over at Blake suddenly. "...So Barry, you said you know how to masturbate, at least kind of, right?"

"Er..." Hadn't he just said...

She threw back the cover from Blake's lap, revealing his dick, now mostly soft from the distraction, and Barry downright shrieked and turned his head away, having never seen another penis before.

"Pussy," Blake complained, though he was blushing at the situation. Winnie sighed and kissed him in an effort to silence him.

"We should teach our friend here about proper dick rubbing techniques," she grinned just a little too big, reaching down to her boyfriend's lap and wrapping her hand loosely around him, looking away from their blond friend to concentrate on restoring Blake's erection. He in turn had turned his face to rest against her head so he didn't have to know if Barry really was looking at his dick or not; he wouldn't be cool with that until it was actually in action.

All things considered, that probably wouldn't take long.

With her other hand laced between his fingers and squeezing softly, she gave him a few slow pulls, letting him fill her hand slowly. Her pinky and ring finger grazed along his underside lightly, thumb and index wrapped around him and squeezing softly. She couldn't help but giggle once she felt him fully hard in her hand, having never quite lost the girly reactions to touching his body.

Her grip loosened, her touches becoming traces that made him twitch slightly, almost begging for the pressure to come back. He'd already been fucking her for a few minutes before the interruption, so he was a bit desperate to complete things at this stage, and the way his breathing hitched in her ear already warned her of that; she'd have to make her demonstration fast.

Barry found himself transfixed on her motions to the point of forgetting to breathe as he watched, his eyes comically wide and his face so red it was a wonder that there was any blood left to keep him hard. His own actions were always so much simpler than this, nothing more than an up and down that got faster when it needed to... But now she was moving her thumb along Blake's tip, then bringing her other hand over to fondle his sack too... Barry gulped uncomfortably at the motion, more familiar with his balls as a source of pain on the playground than any sort of pleasure, but Blake seemed to be enjoying it, his face twisted into a smile, his fingers reaching up to brush through Winnie's hair.

"Does that... feel good?" Barry asked the older boy, wondering why his mouth was so dry.

Blake looked up in surprise, like he'd forgotten the younger boy was there, and then chuckled. "Ohhh yeah. It's... well, she knows what she's doing. I think it's the way she moves her thumb..." he groaned suddenly as she pressed in exactly the right spot, massaging just below his head with each stroke, "That and... it's always better when someone else does it. You never know what they're gonna do... and there's always something new to find."

The older boy's breath was getting labored as he tried to explain these things, and his eyes fell shut again as Winnie switched hands again, whispering something in his ear. He nodded slightly, and she looked up at Barry, a glint in her eye. "Plus, there's a couple things I can do that he could never do to himself," she explained, licking her lip.

The next thing Barry knew, the girl was on her side, stretched out on the bed, her shins brushing his legs as she laid her head in Blake's lap. That tongue darted over her lips again, and he wondered if they'd always been so red - right before her mouth ran loosely up the side of his penis. The blond boy gasped and looked away, once again keenly aware that he was watching someone else have sex, and somewhat embarrassed on their behalf. When he heard Blake let out the most relaxed sigh he'd ever heard, he turned back, only to be greeted by the sight of Blake half buried in his girlfriend's mouth, his hands brushing the ponytail away from her face.

Barry couldn't help but stare then, watching Winnie's head bob with fascination and disgust. This was the part of Blake's body that pee came out of, that soon semen would come out of, and that, he suddenly realized, Blake had had inside of Winnie only a few minutes before... and despite all this, Winnie was licking and sucking it as though it were a popsicle, only with several times the speed and gusto. It wasn't that he hadn't heard of oral before - much to his embarrassment, he'd come across images of it before, and had heard the others discussing "getting head" on different occasions - it was that he was shocked that this girl actually seemed to be enjoying having a penis in her mouth. There was a dark blush across her cheeks as she continued her movements, devoid now of narration, one hand loosely holding Blake at the best angle to keep him in her mouth.

He noticed her legs shift against each other, like her knees were too heavy against each other, and he stiffened as the motion in turn rubbed her ankles against his leg. He raised his hand, meaning to stop her, but quickly realized both that the action was an accident, and that interrupting might be awkward, so instead he just leaned slightly away. Without realizing it he squeezed his own calf as he looked back up her body again, eyes following the exaggerated curve of her hips, then trying to skip past her breasts but drawn to the soft pink there.

He got so focused that when Blake suddenly let out a groan it startled him, and his eyes jerked back to each of their faces; the older boy's, twisted in pleasure, and Winnie's, still dutifully kissing his dick, eyes shut in concentration. Barry froze as he realized what he was seeing, his breathing shaky as he fought the urge to be upset by it. This was supposedly some form of lesson, but it seemed like little more than showing off...

"I..." he stammered, then coughed, his mouth too dry for words.

Blake sighed exaggeratively, shaking his head. "I know. She's something, isn't she?" he chuckled, looking back over his shoulder at his girlfriend. She'd climbed off his lap and was now rifling through the bedside table's drawer, ass up in the air with nothing covering it to speak of. Barry just blushed and tried to keep his gaze on Blake's face instead, though by now the single piece of clothing he had felt far too tight.

Winnie flopped over on her back after finding what she was after, her head near Barry's knee and her hand resting on her boyfriend's lap. Blake let one of his hands set on her stomach, fanned out, and smiled at her, and she grinned back at him before blowing a bubble with the gum she'd gathered from the nightstand. Once it popped she tilted her head back to look up at Barry.

"You're oddly quiet. Not enough blood to go around?" she teased.

Something flashed across his eyes at the accusation and his normal fussy self returned, though his voice cracked again from how dry his mouth had gotten. "I'm just not sure what I was supposed to take out of that lesson. Blake didn't do anything."

She giggled. "Oh but he did. Like, he had to lean back enough to keep his stomach out of my way... and he had to keep up his concentration to last as long as he did, too." Winnie sat up and nuzzled her forehead against Blake's shoulder. "Though of course, I'm the one doing most of the work..."

Her head jerked backward suddenly, and it took Barry a second to realize the motion wasn't one of pain but of her boyfriend sliding his fingers into her panties, gently rewarding her for a job well done. "She's had lots of practice... but so have I," Blake smirked, nipping at her ear and earning a laugh before licking his way down her neck.

"Mmm wait," Winnie said as he started to work her more, "If we're turned like this, Barry can't see anything..."

Blake sighed as though pulling his lips free from her neck was a chore and let go of her, letting her turn around and settle into his lap instead. As she settled in she also carefully pulled her thong to the side, giving a full view of her pussy to the blond in front of her.

"Ohmygod," the boy managed, unable not to stare at her. She stuck her tongue out and then let herself relax against Blake, who now had his hands wrapped around her waist, fingers sliding back toward their prize.

"Beautiful, right?" Blake's smile was one of true admiration as he rested his chin on her shoulder, his fingers tracing her folds casually. "I was in shock too, the first time I saw her. But the best part isn't here," he said, motioning to where he was touching her, "it's her face once she really starts to love it."

Barry was speechless as Blake's right hand trailed its way between Winnie's breasts, gliding up her neck to rest on her chin, lightly tilting her head back to rest against his shoulder. She gasped and he hooked one finger into her mouth, letting her lick it as he traced her lips, his other fingers stroking her jaw and exposed throat. His left hand was still between her thighs, petting all parts of her pussy.

"One mistake that's easy to make... is forgetting about the rest of her once you've gotten to the goal line," Blake warned, earning a chuckle from the girl he was caressing. "All this foreplay stuff... all the kissing and touching and licking-"

"And touching," Winnie reiterated past the finger on her lips.

"And touching... doesn't stop once you've got your fingers in her. Or your dick, for that matter." He rocked against her back once, his hardness restored from the feel of her in his lap, and she let out a happy sigh. "All of it just adds to the heat and the romance... it lets her know you care... makes her feel even better... and..." Blake slid his fingers in with an audibly wet squish, "gets her so soaked you can just go forever."

Winnie jerked slightly at the intrusion, moaning drunkenly and giving a rock against his fingers. He satiated her for the moment by thrusting his fingers at a speed Barry barely thought possible; she was still somewhat loosened from their incomplete fucking earlier, and the two fingers ground into her easily as a result. Once she'd stilled, he drew his digits back out, bringing them up to his lips to lick it off.

He saw Barry's confused look and recognized it quickly; the boy was just not used to the idea of putting anything sexual near his mouth, and Blake chuckled. "Nectar of the gods, man," he assured him, bringing the finger he hadn't cleaned over to Winnie's mouth instead, which she quickly sucked on as he lowered his other hand instead. "It's not the most delicious thing on the planet, but it's designed to be addictive... and arousing..." Any further comment he had was cut off as Winnie pushed the finger back out of her mouth and turned to kiss him thickly, her head falling back again an instant later.

"Of course... it's not just the inside that feels good." Both hands were at her pussy now, holding her lips open from opposite sides, exposing all the details to their student. "Everything down here loves to be touched... pussy, labia, clit, thighs... Even here," he explained, pressing softly on the mound between her entrances and earning a moan. "Everything's sensitive... Everything wants your fingers all over it, or your tongue lapping it... Or your dick inside..." Blake trailed off as he groaned at the thought. "Easiest way to make them cum though... is here..."

His middle and ring fingers settled over Winnie's clit and she shuddered quite obviously from the mere brush across it, even before the fingers actually pressed against her. Once they did, and the older boy started to drag them in a small circle against her nub, she quickly became a shuddering mess of whimpers and nibbled lips. Her cheek was pressed tightly against Blake's, his hand finding her chin again to cradle her there, her face pointed straight toward Barry's though she saw nothing through her fluttering eyelids.

Barry found he had no control over any part of himself for the moment, his focus derailed and set instead on the low moans of the girl in front of him. Somewhere inside of his mind he saw Dawn there in flashes, which only exaggerated his problems. His breathing was too fast, his stomach too hot with need that would have to wait. He could hear his own voice letting out small calls of longing, a sound that seemed distant both from being so foreign and his distraction...

As Blake's fingers slid back into the girl, Barry realized he was being started at again, though Winnie's gaze was locked on his crotch, not his face. He blushed, thinking he should cover himself, when he realized his hands were already on his lap... and that one of them was shifting slowly, rubbing against the tent in his boxers. "Enjoying the show?" Winnie cooed, and he jerked both hands back to his knees, taking a deep breath in preparation of a longwinded defense.

She was already shushing him before he could speak though, leaned halfway up off of Blake's lap, her hand on the floor in the gap between his ankles and crotch. With that one movement, the room became boiling hot and the door moved a mile further away, escape becoming impossible as Winnie's face appeared less than a foot away from his. "Want me to blow you, too...?" she purred, tongue tracing the edge of her teeth.

He shuddered at that predatory stare, trying to drop eye contact, managing to stutter out, "N-no I..." before finally tearing his eyes away. They landed instead on Blake, who was smirking as he looked back at the younger boy. "Oh god... I..."

"Come on Barry... what's wrong...?" Winnie continued, sliding her legs so that she was on her knees, hand still perched in the middle of the blond's lap. Everywhere he looked there was something... Her face, flushed and lips pouting, halfway between his face and crotch; her back, arched up to her heart-shaped rear, where Blake's hands were now perched; the look of dazed concentration on the older boy's lap as he bent to kiss one of those ass cheeks, then let out a chuckle when he noticed he was being watched... "I just don't want you to be left out..."

There were lips pressed against his before he knew what was happening, soft and giving, and he just sat there, frozen as a tongue slipped between his lips, finding the edge of his own and painting it with mint and flavors he didn't know. She pulled back wetly a moment later, making much the same noise as Blake's fingers had made against her pussy.

Addictive, Blake had called it, and Barry agreed in the sense that it seemed to be a drug. Finding motor control again, he looked down at her, and her expression changed from a pout to a smile once she saw she had his attention. "What're you waiting for?" she coaxed. "You want it. _I_ want it."

"I want to watch," Blake added, his hands gliding up his girlfriend's back, making her curves more obvious and making Barry want to do the same.

The lips were on his neck now, and he felt more than noticed his eyes close as he took in the sensation. Once or twice his time with Dawn had gotten hot enough to result in this sort of necking, but there was something literally hotter about Winnie's breath, his skin prickling in the wake of her touches, low groans escaping his throat instead of the protests he was searching his mind for.

For at least a minute, there was nothing but her slow, wet touches and the panting he could hear from all three of them. He vaguely remembered saying something about no touching earlier, but for some reason that seemed dumb now. Now... his hands were drawn to her shoulder blades where they were scrunched together, her neck where her nape was exposed, rubbing there, sliding slowly in the same manner that Blake was working his way across her butt and thighs. "Winnie... why..." he whispered, hands growing stiff as her lips brushed down his chest.

"Because sex is amazing," she repeated from before, letting out a low growl against his skin. He thought once more about getting up, about pushing her away. About removing the arm that was in between his legs so that it would stop brushing against his erection any time she shifted.

And the more he thought about it, the more he thought that he didn't want to. After all, he was the one touching her now, too.

His hands uncertainly slid their way over her shoulders to try to grasp her breasts, and she chuckled, glad to see he was finally interested. Her hands found their way to his shoulders instead, hanging slightly off of him and exposing herself to his hands. "Try it," she urged, kissing him again. This time his tongue tangled with hers, his licks clumsy and forceful but more eager by the moment. His hands fondled her roughly, not used to handling that sort of tender flesh, though he wasn't causing real pain. Instead she was groaning from the effort, causing a rumble through their kisses that only made Barry press toward her harder. His hands slid to her neck, holding her head softly as he tried to copy the way her lips sucked at his again and again, and her second hand moved to his lap, squeezing his thigh now.

He felt her thumb rubbing her leg through the fabric. Then her fingers underneath it, groping their way up his bare thigh. Winnie's weight shifted, her arm suddenly heavy on his leg... and then there was the touch that almost made him jump out of his skin. There was the rough friction of fabric in the way, still, but there was also a hand that was not his now rubbing against his dick, wrapped around it. He hummed a note of alarm at the sensation, and was silenced by Winnie's lips sealing over his and a deep moan sliding through her tongue.

The hum turned into one that matched her moan as Barry quickly learned to appreciate the loose hold she had on him.

Her grip was loose to keep the fabric from hurting him, but she still squeezed him generously at the end of each stroke, causing him to slowly pull back from the kiss in search of air. With a giggle she pulled him back in, slipping her tongue along his once more, and then dropped from his lips back to his chest, licking a little zigzag along her path. There were fingers inside of his boxers now, reaching through his fly and stroking along the bare skin of his erection, and it seemed like silk on fire to his neglected member. Winnie was kissing him somewhere along his stomach now, just at the edge of the wisp of blond, and Barry was too busy realizing he suddenly had a piece of wintermint gum in his mouth to ponder what she was doing.

By the time the gum and the stroking were no longer distracting him, he was already concerned with the cold air washing over his penis, followed by the blast of heat. "What is-" he started, but then he knew the answer already, feeling his erection bob slightly now that it was free of any restraints. The heat came again, more deliberate this time, and when he looked down he saw Winnie's head hovering over his lap, felt her chest moving in time to those washes of warmth... He swallowed hard, understanding finally that the heat was Winnie breathing on his dick.

Blake laughed as he saw the reaction taking place; he finally knew how to shut Barry up.

There was a wetness against him now, and more heat, enough to make him feel a little faint from the way it spread through him. Winnie was lapping him, coating his head with licks. He let out a stuttered groan from the feeling, his hands clamping tightly around her shoulders, squeezing harder still as her cooler hand wrapped around his base.

Barry was very, very sure he'd never been this hard in his life. He was also very, very unsure of how Blake had managed to last for more than about two minutes through this sort of sensation.

He felt a soft pull against his skin and realized Winnie was sucking at him, not with her mouth wrapped around him entirely but just at a small section of his dick, the same way she had sucked at his lip before. There was a hard brush across his flesh next, and he froze as he realized that it must be her teeth; but there was no sharpness, none of the pain he had instinctively feared at first, and they were gone just as fast, replaced by suction just a half inch along his length.

Whether by age or genetics, Barry wasn't quite as gifted as Blake in the size department, but was still more than respectable, as Winnie'd expected based off his height. It was an inch that certainly wouldn't be missed by Dawn, who, at barely over five feet, was likely to remain the shortest of the girls permanently, and so would probably be intimidated by the several inches that Winnie was now licking eagerly. The other practical upside was that when she slipped him into her mouth a moment later, she was able to sink all the way to the hilt without effort, enveloping him in warmth in one motion.

Barry gasped somewhere above her, fingers digging into her shoulders as he struggled for air. Winnie smiled around him and – deciding that it would be mean of her to abuse his inexperience by making him cum just a few seconds into his first blowjob – drew back off of him until she was wrapped around only his tip. She sucked more gently on him there, while her thumb massaged his shaft slowly in her grip. Her other hand was still on his thigh, her forearm joining it as she had leaned down to suck him properly, but the weight no longer seemed uncomfortable, nor did that of her breasts atop his ankles.

The girl was letting out pleased little squeaks each time she drew up off of him; he found himself responding with grunts after each sound. The motion was causing him to rock back and forth slightly in time with her, though his hips were still for the moment. Winnie in turn was sucking him with motions of her whole body, not just her head, her ass wiggling slightly toward Blake. She was acutely aware that she still hadn't been allowed to finish and felt that she would love nothing more than to cum with her throat wrapped around a dick, a message she was communicating surprisingly well to her boyfriend.

She jerked slightly as Blake's fingers ran over her slit, pulling off of Barry's dick and gasping loudly. In that moment their eyes met and it was Winnie who shuddered at the lust she saw in the other's eyes, the pure need inspiring her to hasten her motions.

Drawn in by her rapid motions, Blake rose to his knees, wrapping his hand around his own cock and giving it a light squeeze before holding it against her. He pressed his tip to her clit so that she rode against it as she rocked, causing her to whimper a bit. His slickened head fit perfectly between her pussy lips, sliding against her with ease, though occasionally he moved it a bit on his own, rubbing it against her more rapidly on purpose. His other hand gripped her asscheek, dragging his thumb across her to spread her open and allow him to see her core; there was a slight pulse to her holes, her body squeezing in search of something to fill her.

Blake would be more than happy to be that something and finish the job he started earlier.

He pushed himself into her, wincing when she was almost too tight around him, then moaning as she pushed back against him. Her thighs met his, burying him until his stomach was pressed to her ass, then she lunged forward again, sucking Barry into her mouth entirely. She was trapped between the two boys, unable to move either way without a dick sliding into her, and no one involved seemed to have any complaints.

Soon Blake was bent over Winnie, pounding her so hard that Barry wondered hazily how she wasn't getting bruised. Every thrust was in turn pushing her mouth over the blond's dick, and he had rapidly learned how Blake had taken so long before, as he was holding out with all he could muster, both to keep feeling the sensations as long as he could and because he was still a little nervous about finishing in Winnie's mouth.

He could see one of Blake's hands looped under Winnie's stomach, touching her again and making her moans vibrate through him. He could feel her breasts smacking against his legs as she was pushed further into his lap, could feel and see the sweat dripping from each of them. His eyes squeezed shut as one of her hands squeezed his thigh urgently, her mouth pressing up to his body and staying there.

Physical reflex won out over nerves and he felt himself shudder under her, felt her throat – oh god, he was not just in her mouth but her *throat* now, wasn't he – tighten around him, and figured out after it had already happened that he'd thrown his head back and let out a groan as he emptied himself into her.

She was right, this was amazing, and this was just the sample version, so to speak. Barry moaned again as he felt her mouth slip away, shivering, his hands sliding through her hair in search of any form of physical sensation as his body tried to wind down. It felt like this high could last for hours though, even as he struggled to make sense of the way Winnie's head rocked against his thigh as Blake fucked her up against him. The fog barely lifted even as she screamed out Blake's name in a way that made Barry's erection try very hard to twitch back to life, and he stared at her for a moment until they'd both stopped moving.

Blake had a dumb grin plastered across his face as he tried to sit back up, lifting his head from Winnie's back and rubbing one hand along her spine affectionately. "See what you've been missing?" he teased, then held his free hand up, nodding toward it, "Good job for your first time man... I'm impressed."

Barry stared at his hand, then down at Winnie who was giggling in his lap, then up at the hand again, slowly waking up enough to understand its purpose. He raised his own hand and slapped it weakly against Blake's in a high five, earning a hearty chuckle from the other, equally exhausted boy. "Dawn is not going to be disappointed, not one bit," he assured Barry.

* * *

><p>(Bonus ending.)<p>

* * *

><p>"And then they all fell asleep, and that's how I found them," Wally explained, nodding enthusiastically to Cheren, whose face was somewhere between alarmed disbelief and aroused intrigue.<p>

"Oh good god man. I mean, good story, but could you have stretched the truth any further?" Blake complained from where he was leaning on the counter. "You got the first five minutes right, but that's about it."

"But I did find all three of you naked on my bed!" Wally countered.

"You found me and Winnie naked, wrapped in a blanket, and Barry sitting at the other end of the bed. Yes, we did give him some sex-ed, but it was completely hands off," Blake assured him, sighing. "Please don't go saying anything the kid couldn't live down. He's nervous enough about the fact he actually kind of wants to have sex as it is."

"I believe him, personally," Cheren said, pushing up his glasses with the hand not pointing at Blake. "You do have a talent for fabrication."

"Well, my version is hotter," the younger boy countered, and Blake chuckled.

"Yes, I suppose it really was."

* * *

><p><strong>AN:** ...well, you were warned?  
>Anyone crazy enough to review will be personally thanked.<p> 


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